Stonegate Agricom Ltd
TSX : ST
TSX : ST.WT

Stonegate Agricom Ltd

February 15, 2011 08:17 ET

Stonegate Announces Secondary Offering of its Common Shares

TORONTO, ONTARIO--(Marketwire - Feb. 15, 2011) -

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN.

Stonegate Agricom Ltd. ("Company" or "Stonegate") (TSX:ST)(TSX:ST.WT) today announced that Sprott Resource Corp. ("Sprott") and the Company have entered into an agreement with GMP Securities L.P., as lead underwriter on behalf of a syndicate of underwriters (the "Underwriters"), to complete a secondary offering on a bought deal basis. Under the agreement, the Underwriters have agreed to purchase 25,000,000 common shares (the "Common Shares") of the Company from Sprott at a purchase price of $1.75 per Common Share for gross proceeds to Sprott of $43,750,000. In addition, Sprott has granted the Underwriters an over-allotment option, exercisable for a period of 30 days from the closing, to purchase up to an additional 3,750,000 of its common shares, representing 15% of the shares sold by Sprott.

Sprott currently holds 75,662,000 common shares of the Company, representing an approximate 54% interest in the Company on an undiluted basis. After giving effect to this offering, but before giving effect to the over-allotment option, Sprott will hold 50,662,000 common shares of the Company, representing an approximate 36% interest in the Company on an undiluted basis. The Company will not receive any proceeds from the offering.

A preliminary short-form prospectus relating to the offering will be filed shortly with Canadian securities regulatory authorities. The transaction is expected to close on or about March 9, 2011. Closing is subject to a number of customary conditions including receipt of all necessary regulatory approvals.

This press release does not constitute an offer to sell or an offer to buy any securities of the Company in any jurisdiction in which such offer, solicitation or sale would be unlawful. These securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold in the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws or pursuant to an exemption therefrom.

About Stonegate

Stonegate, which is actively engaged in acquiring and developing agricultural nutrient projects, is currently focused on the development of two potentially world-class, long-life phosphate deposits, the Mantaro Phosphate Project located in Peru and the Paris Hills Phosphate Project located in Idaho. Stonegate is confident that the two deposits have sufficient size and grade and are in the right locations to become strategic, cost-effective sources of phosphate supply for major fertilizer producers. The Company intends to conduct definition and exploration drilling to confirm and expand estimates of NI 43-101 compliant mineral resources and reserves in the deposits and then complete feasibility studies leading to a decision to proceed with extracting and processing the phosphate. More information is available at www.stonegateagricom.com.

Cautionary Note Regarding Forward-Looking Statements

This press release contains "forward-looking statements" and "forward-looking information" within the meaning of applicable law. Generally, forward-looking statements and forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". All forward-looking statements and forward-looking information are based on reasonable assumptions that have been made by the Company as at the date of such information.
Forward-looking statements and forward-looking information are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements and forward-looking information, including but not limited to: the general risks associated with the speculative nature of the Company's business, commodity prices, current global financial conditions, uncertainty of additional capital, price volatility, the Mantaro and Paris Hills projects are advanced exploration stage projects, limited operating history, no history of earnings, government regulation in the mining industry, environmental risks and hazards, impending climate change legislation, required approvals and permits, foreign subsidiaries, political and economic risk in Peru, risks relating to the retention of the Mantaro project, risks relating to the retention of the Paris Hills project, expiration of leases and permits for the Paris Hills Project, title to mineral properties, obtaining and converting mineral concessions and surface rights, community relations and project support, water rights, exploration, development and operating risks, uncertainty in the estimation of mineral resources, uncertainty of inferred mineral resources, mineral exploration, reliability of historical exploration work, absence of public trading market, risks associated with having a controlling shareholder, arbitrary offering price, dilution to the common shares, dependence on key personnel, currency fluctuations, insurance and uninsured risks, competition, legal proceedings, conflicts of interest and lack of dividends as well as those factors discussed in the section entitled "Risk Factors" in the Company's final prospectus dated April 20, 2010. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements and forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements or information. Accordingly, readers should not place undue reliance on forward-looking statements or forward-looking information. The forward-looking statements and forward-looking information contained in this press release are included for the purpose of providing investors with information to assist them in understanding the offering as well as the Company's expected financial and operational performance and may not be appropriate for other purposes. Stonegate does not undertake to update any forward-looking statement or forward-looking information that is included herein, except in accordance with applicable securities laws.

The Toronto Stock Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

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